Trifast Regulatory News (TRI)

12 Oct 2005 16:10

Trifast PLC12 October 2005 NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, THE REPUBLIC OF IRELAND, AUSTRALIA OR JAPAN Trifast plc Result of Placing and Open Offer On 20 September 2005, Trifast plc announced a Placing and Open Offer of 11,940,298 new Ordinary Shares, each at an Issue Price of 67 pence, to raise approximately £6.75 million (net of expenses). The Company also announced the proposed acquisition of Serco Ryan Limited. Qualifying Shareholders were invited to participate in the Open Offer and to apply for up to 4,792,797 of these new Ordinary Shares on the basis of 1 Placingand Open Offer Share for every 15 Existing Ordinary Shares held on the Record Date and so in proportion to any larger number of Existing Ordinary Shares thenheld. Under the Open Offer which closed at 11.00 a.m. on 12 October 2005, valid applications have been received from Qualifying Shareholders in respect of 1,925,915 Placing and Open Offer Shares, representing approximately 40.2 per cent. of the Placing and Open Offer Shares available under the Open Offer. The remaining 2,866,882 Placing and Open Offer Shares available under the Open Offer will be subscribed for by institutional and other investors with whom they were conditionally placed subject to a right of clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer. 7,147,501 new Ordinary Shares were also placed firm with institutional and other investors and will therefore be subscribed for by those investors. The Placing and Open Offer remains conditional, inter alia, upon the passing by the Company's Shareholders of certain resolutions which are to be consideredat the Company's Extraordinary General Meeting to be held on 13 October 2005 at 11.00 a.m. at Trifast House, Bellbrook Park, Uckfield, TN22 1QW, completion of the Acquisition and Admission. Application has been made for the Placing and Open Offer Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. Subject to the passing of the requisite resolutions at the Extraordinary General Meeting, it is expected that Admission will become effective and dealings will commence at 8.00 a.m. on 17 October 2005. Enquiries:Trifast plc Citigate Dewe RogersonJim Barker, Chief Executive Fiona TooleyStuart Lawson, Group Finance Director Tel: +44(0)121 455 8370Tel: +44 (0)1825 747200 Mobile: +44 (0)7785 703523Website: www.trifast.com-------------------------- N M Rothschild & Sons Limited Ravi Gupta Tel: +44 (0)20 7280 5000 Arden Partners Limited Richard Day Tel: +44 (0)20 7398 1632 Terms defined in the announcement of the Company on 20 September 2005 bear thesame meaning when used in this announcement. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Trifastplc in connection with the Acquisition and is neither advising nor treating as aclient any other person and will not be responsible to anyone other than Trifastplc for providing the protections afforded to clients of N M Rothschild & SonsLimited nor for providing advice in relation to the Acquisition. Arden Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Trifast plc inconnection with the Placing and Open Offer. Arden Partners Limited will not beresponsible to anyone other than Trifast plc for providing the protectionsoffered to clients of Arden Partners Limited nor for providing advice inrelation to the Placing and Open Offer. Neither the Placing nor the Open Offer is being made, directly or indirectly, inor into, or by use of the mails, or by any means or instrumentality (including,without limitation, facsimile transmission, internet, email, telex or telephone)of interstate or foreign commerce, or of any facility of a national securitiesexchange, of the United States, Canada, Australia, Japan or the Republic ofIreland and neither can be accepted by any such use, means instrumentality orfacility or from within the United States, Canada, Australia, Japan or theRepublic of Ireland. Neither the Placing nor the Open Offer constitutes an offer of securities forsale, or the solicitation of an offer to buy securities in the United States andthe new Ordinary Shares to be issued pursuant to the Placing and the Open Offerhave not been and will not be registered under the United States Securities Actof 1933, or under the laws of any state, district or other jurisdiction of theUnited States or of Canada, Australia, Japan or the Republic of Ireland and noregulatory clearances in respect of new Ordinary Shares have been or will be,applied for in any jurisdiction. Accordingly, unless an exemption under the USSecurities Act of 1933 or other relevant securities laws is applicable, the newOrdinary Shares are not being, and may not be offered, sold, resold, deliveredor distributed, directly or indirectly, in or into the United States or Canada,Australia, Japan or the Republic of Ireland or to, or for the account or benefitof, any US person or person resident in Canada, Australia, Japan or the Republicof Ireland. This information is provided by RNS The company news service from the London Stock Exchange